exhibit102.htm


    
      

    


    Exhibit
10.2

    


    
      	
              Name
      of Grantee:

            	 
      
	 
      	 
      
	
              Number
      of Shares:

            	 
      


    

    


    RESTRICTED
STOCK AGREEMENT

    


    RESTRICTED
STOCK AGREEMENT dated as of [        ]
(the “Grant Date”), by and between Cabela’s Incorporated, a Delaware corporation
(the "Company"), and the undersigned employee of the Company or one of its
Subsidiaries (the "Grantee").

    


    WITNESSETH:

    


    WHEREAS,
to motivate key employees, consultants and non-employee directors of the Company
and the Subsidiaries by providing them an ownership interest in the Company, the
Board of Directors of the Company (the "Board") has established and the
stockholders of the Company have approved, the Cabela’s Incorporated 2004 Stock
Plan, as the same may be amended from time to time (the "Plan");
and

    


    WHEREAS,
pursuant to the Plan, the Compensation Committee of the Board (the “Committee”)
has authorized the grant to the Grantee of Restricted Stock (as defined below)
in accordance with the terms and conditions of this Agreement; and

    


    WHEREAS,
the Grantee and the Company desire to enter into an agreement to evidence and
confirm the grant of such Restricted Stock on the terms and conditions set forth
herein.

    


    NOW,
THEREFORE, to evidence the Restricted Stock so granted, and to set forth the
terms and conditions governing such Restricted Stock, the Company and the
Grantee hereby agree as follows:

    


    1.           Grant of
Restricted.  The Company hereby evidences and confirms its
grant to the Grantee, effective as of the Grant Date, of
[        ] shares of Common Stock (each,
a “Share” and, collectively, the “Shares”).  All Shares received by
the Grantee under this Agreement are subject to the restrictions contained
herein and are referred to herein as “Restricted Stock.”  This
Agreement is subordinate to, and the terms and conditions of the Restricted
Stock granted hereunder are subject to, the terms and conditions of the Plan,
which are incorporated by reference herein.  If there is any
inconsistency between the terms hereof and the terms of the Plan, the terms of
the Plan shall govern.  Any capitalized terms used herein without
definition shall have the meanings set forth in the Plan.

    


    2.           Vesting of Restricted
Stock.    

    


    a.           Restriction
Period.  Except as provided in Section 2(b)(i) or
Section 6 hereof, the Restricted Stock granted hereby may not be sold,
assigned, transferred, pledged, hypothecated or otherwise directly or indirectly
encumbered or disposed of until the end of the Restriction Period (as stated
below) or at such earlier date as such restrictions shall otherwise lapse under
the terms of this Agreement or the Plan.  The Restriction Period shall
expire as follows:
[        ]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    b.            Termination of
Employment.  Notwithstanding anything contained in this
Agreement to the contrary, (i) subject to the provisions of Article 8 of
the Plan, if the Grantee's employment is terminated due to his death or
Disability during the Restriction Period, the Restriction Period shall terminate
with respect to a pro rata portion of the Shares underlying the Restricted Stock
then held by the Grantee based on the number of months the Grantee was employed
during the applicable Restriction Period (determined using the expiration date
of the Restriction Period for all of the Restricted Stock), and the remaining
Restricted Stock for which the Restriction Period has not then expired shall be
forfeited and canceled as of the date of such termination, and (ii) if the
Grantee's employment is terminated for any other reason during the Restriction
Period, any Restricted Stock held by the Grantee for which the Restriction
Period has not then expired shall be forfeited and canceled as of the date of
such termination.  Nothing in this Agreement shall be deemed to confer
on the Grantee any right to continue in the employ of the Company or any
Subsidiary, or to interfere with or limit in any way the right of the Company or
Subsidiary to terminate such employment at any time.

    


    c.           Committee
Discretion.  Notwithstanding anything contained in this
Agreement to the contrary, the Committee, in its sole discretion, may accelerate
the expiration date of the Restriction Period with respect to any Restricted
Stock under this Agreement at such times and upon such terms and conditions as
the Committee shall determine.

    


    3.           Delivery of Restricted
Stock.    

    


    a.           Stock
Certificates.  On or as soon as practicable after the Grant
Date, the Company shall issue one or more stock certificates evidencing the
grant of Restricted Stock to the Grantee, which shall be held by the Company
until the expiration of the Restriction Period, at which time the Shares shall
be delivered to the Grantee.

    


    b.           Stock
Powers.  The Grantee shall deposit with the Secretary of the
Company stock powers or other instruments of transfer or assignment, duly
endorsed in blank with signature guaranteed, corresponding to each certificate
for all Shares until the expiration of the Restriction Period, at which time the
stock powers shall be returned to the Grantee.

    


    4.           Grantee's Representations,
Warranties and Covenants.

    


    a.            Investment
Intent.  The Grantee represents and warrants that the
Restricted Stock has been, and any Shares will be, acquired by the Grantee
solely for the Grantee's own account for investment and not with a view to or
for sale in connection with any distribution thereof.  The Grantee
further understands, acknowledges and agrees that the Restricted Stock, and any
Shares, may not be transferred, sold, pledged, hypothecated or otherwise
disposed of except to the extent expressly permitted hereby and at all times in
compliance with the U.S. Securities Act of 1933, as amended, and the rules and
regulations of the Securities Exchange Commission thereunder, and in compliance
with applicable state securities or "blue sky" laws.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    b.           Proprietary Matters
Agreement.  The Grantee acknowledges that, as a condition to
granting the Restricted Stock covered hereby, the Company has required the
Grantee to enter into a Proprietary Matters Agreement with the Company pursuant
to Section 3.2 of the Plan.  If the Grantee has executed a Proprietary
Matters Agreement in connection with the prior grant of Options, the Grantee
hereby affirms such agreement; provided, if the Company requires the Grantee to
execute a new Proprietary Matters Agreement or substantially similar agreement
(the “New Agreement”), the Grantee acknowledges that the New Agreement
supersedes and replaces any such previously executed agreement.

    


    5.           Grantee's Rights with
Respect to Restricted Stock.    

    


    a.           Restrictions on
Transferability.  Except as provided in the Plan, during the
Restriction Period, the Restricted Stock granted hereby is not assignable or
transferable, in whole or in part, and may not, directly or indirectly, be
offered, transferred, sold, pledged, assigned, alienated, hypothecated or
otherwise disposed of or encumbered (including, without limitation, by gift,
operation of law or otherwise) other than by will or by the laws of descent and
distribution to the estate of the Grantee upon the Grantee's death; provided
that the deceased Grantee's beneficiary or representative of the Grantee's
estate shall acknowledge and agree in writing, in a form reasonably acceptable
to the Company, to be bound by the provisions of this Agreement and the Plan as
if such beneficiary or the estate were the Grantee.

    


    b.           Rights as
Stockholder.  Except as otherwise provided in this Agreement or
the Plan, Grantee shall have, with respect to all Restricted Stock, the right to
vote such Restricted Stock and the right to receive cash and other dividends, if
any, as may be declared on the Restricted Stock from time to time, but shall
otherwise enjoy none of the rights of a stockholder unless and until the
expiration of the Restriction Period with respect to such Restricted
Stock.  Any securities issued to or received by the Grantee with
respect to Restricted Stock as a result of a stock split, a dividend payable in
capital stock or other securities, a combination of shares or any other change
or exchange of the Restricted Stock for other securities, by reclassification,
reorganization, distribution, liquidation, merger, consolidation or otherwise,
shall have the same status and bear the same legend as the Restricted Stock and
shall be held by the Company if the Restricted Stock is being so held, unless
otherwise determined by the Committee.

    


    c.           Legend.  Until
the expiration of the Restriction Period, each certificate evidencing shares of
Common Stock subject to the Grantee's Restricted Stock shall be registered in
the Grantee's name and shall bear the following legend:

    


    THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS
(INCLUDING FORFEITURE) CONTAINED IN THE CABELA’S INCORPORATED 2004 STOCK PLAN
AND THE RELATED AWARD AGREEMENT AND NEITHER THIS CERTIFICATE NOR THE SHARES
REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN ACCORDANCE
WITH SUCH PLAN AND AWARD AGREEMENT, COPIES OF WHICH ARE ON FILE WITH THE
SECRETARY OF THE COMPANY.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.           Change in
Control.

    


    a.           Subject
to Section 6(b), in the event of a Change in Control, the Restriction
Period applicable to all of the Grantee's shares of Restricted Stock outstanding
shall lapse immediately prior to the consummation of the transaction
constituting the Change in Control.

    


    b.           Notwithstanding
Section 6(a) hereof, the Restriction Period applicable to all of the
Grantee’s shares of Restricted Stock shall not lapse if the Committee (as
constituted immediately prior to the Change in Control) reasonably determines,
in good faith, prior to the Change in Control that such outstanding Restricted
Stock shall be honored or assumed, or new rights substituted therefor (such
honored, assumed or substituted Restricted Stock being hereinafter referred to
as an "Alternative Award") by the New Employer, provided that any Alternative
Award must:

    


    i.           be
based on shares of voting capital stock that are traded on an established U.S.
securities market;

    


    ii.           provide
the Grantee with rights and entitlements substantially equivalent to or better
than the rights, terms and conditions applicable under such Restricted Stock,
including, but not limited to, an identical or better Restriction
Period;

    


    iii.           have
substantially equivalent economic value to the Restricted Stock (determined at
the time of the Change in Control); and

    


    iv.           have
terms and conditions which provide that in the event that the Grantee suffers an
involuntary termination within two years following a Change in Control any
conditions on the Grantee's rights under, or any Restriction Period applicable
to, all such Restricted Stock held by the Grantee shall be waived or shall
lapse, as the case may be.

    


    7.           Miscellaneous.

    


    a.           Notices.  All
notices and other communications required or permitted to be given under this
Agreement shall be in writing and shall be deemed to have been given if
delivered personally or sent by certified or express mail, return receipt
requested, postage prepaid, or by any recognized international equivalent of
such delivery, to the Company or the Grantee, as the case may be, at the
following addresses or to such other address as the Company or the Grantee, as
the case may be, shall specify by notice to the others:

    


     

    
      	
              i.

            	
              if
      to the Company, to:

               

              Cabela's
      Incorporated

              One
      Cabela Drive

              Sidney,
      NE  69160

              Attention:  Legal
      Department

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    ii.           if
to the Grantee, to the Grantee at the address then appearing in the personnel
records of the Company for the Grantee.  All such notices and
communications shall be deemed to have been received on the date of delivery if
delivered personally or on the third business day after the mailing thereof,
provided that the party giving such notice or communication shall have attempted
to telephone the party or parties to which notice is being given during regular
business hours on or before the day such notice or communication is being sent,
to advise such party or parties that such notice is being sent.

    


    b.           Binding Effect;
Benefits.  This Agreement shall be binding upon and inure to
the benefit of the parties to this Agreement and their respective successors and
assigns.  Nothing in this Agreement, express or implied, is intended
or shall be construed to give any person other than the parties to this
Agreement or their respective successors or assigns any legal or equitable
right, remedy or claim under or in respect of any agreement or any provision
contained herein.

    


    c.           Waiver;
Amendment.

    


    i.           Waiver.  Any
party hereto or beneficiary hereof may by written notice to the other parties
(A) extend the time for the performance of any of the obligations or other
actions of the other parties under this Agreement, (B) waive compliance with any
of the conditions or covenants of the other parties contained in this Agreement
and (C) waive or modify performance of any of the obligations of the other
parties under this Agreement.  Except as provided in the preceding
sentence, no action taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party or beneficiary, shall
be deemed to constitute a waiver by the party or beneficiary taking such action
of compliance with any representations, warranties, covenants or agreements
contained herein.  The waiver by any party hereto or beneficiary
hereof of a breach of any provision of this Agreement shall not operate or be
construed as a waiver of any preceding or succeeding breach and no failure by a
party or beneficiary to exercise any right or privilege hereunder shall be
deemed a waiver of such party's or beneficiary's rights or privileges hereunder
or shall be deemed a waiver of such party's or beneficiary's rights to exercise
the same at any subsequent time or times hereunder.

    


    ii.           Amendment.  This
Agreement may not be amended, modified or supplemented orally, but only by a
written instrument executed by the Grantee and the Company.

    


    d.           Assignability.  Neither
this Agreement nor any right, remedy, obligation or liability arising hereunder
or by reason hereof shall be assignable by the Company or the Grantee without
the prior written consent of the other party; provided that the Company may
assign all or any portion of its rights hereunder to one or more persons or
other entities designated by it in connection with a Change in Control of the
Company.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    e.           Tax
Withholding.  The Company may require the recipient of the
Shares to remit to the Company an amount in cash sufficient to satisfy the
statutory minimum U.S. federal, state and local tax withholding requirements as
a condition to the issuance of such Shares.  The Committee may, in its
discretion, require or permit the Grantee to elect, subject to such conditions
as the Committee shall impose, to meet such obligations by having the Company
withhold the least number of Shares having a Fair Market Value sufficient to
satisfy all or part of the Grantee's estimated total statutory minimum U.S.
federal, state and local tax obligation with respect to the issuance of or lapse
of restrictions on the Shares.

    


    f.           Applicable
Law.  THIS
AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE
STATE OF NEBRASKA, EXCEPT TO THE EXTENT THAT THE CORPORATE LAW OF THE STATE OF
DELAWARE SPECIFICALLY AND MANDATORILY APPLIES.

    


    g.           Consent to Electronic
Delivery.  By executing this Agreement, Grantee hereby consents
to the delivery of information (including, without limitation, information
required to be delivered to the Grantee pursuant to applicable securities laws)
regarding the Company and the Subsidiaries, the Plan and the Restricted Stock
via the Company’s web site or other electronic delivery.

    


    h.           Severability; Blue
Pencil.  In the event that any one or more of the provisions of
this Agreement shall be or become invalid, illegal or unenforceable in any
respect, the validity, legality and enforceability of the remaining provisions
contained herein shall not be affected thereby.  Grantee and the
Company agree that the covenants contained in this Agreement are reasonable
covenants under the circumstances, and further agree that if, in the opinion of
any court of competent jurisdiction such covenants are not reasonable in any
respect, such court shall have the right, power and authority to excise or
modify such provision or provisions of these covenants as to the court shall
appear not reasonable and to enforce the remainder of these covenants as so
amended.

    


    i.           Section and Other Headings,
etc.  The section and other headings contained in this
Agreement are for reference purposes only and shall not affect the meaning or
interpretation of this Agreement.

    


    j.           No Guarantee of
Employment.  Nothing in this Agreement shall interfere with or
limit in any way the right of the Company or any Subsidiary to terminate the
Grantee's employment at any time, nor to confer upon the Grantee any right to
continue in the employ of the Company or any Subsidiary.

    


    k.           Counterparts.  This
Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original and all of which together shall constitute one and the
same instrument.

    


    l.           Delegation.  All
of the powers, duties and responsibilities of the Committee specified in this
Agreement may, to the full extent permitted by applicable law, be exercised and
performed by the Board or any duly constituted committee thereof to the extent
authorized by the Board or the Committee to exercise and perform such powers,
duties and responsibilities.

    


    m.           Gender and
Number.  Except when otherwise indicated by the context, words
in the masculine gender used herein shall include the feminine gender, the
singular shall include the plural, and the plural shall include the
singular.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    IN
WITNESS WHEREOF, the Company and the Grantee have executed this Agreement as of
the Grant Date.

    


    
      	 
      	
              CABELA'S
      INCORPORATED

            
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
              By:

            	 
      
	 
      	
              Its:

            	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	 
      	
              ,
      Executive

            


    

     

    7


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